Welcome to Compliance Calendar, your trusted partner for all your legal, tax, and compliance needs. We understand that keeping up with the ever-changing legal landscape can be a daunting task, especially when it comes to alterations or adoption of Memorandum of Association (MOA) and Articles of Association (AOA) under the Companies Act, 2013 for your company.
The Memorandum of Association (MOA) and Articles of Association (AOA) are vital documents that outline the constitution and governing rules of a company. However, as businesses evolve and grow, there may arise a need to modify these documents to align with the company's changing objectives, structure, or any other relevant factors. Such modifications are known as alterations of MOA and AOA.
Legal Side of Alteration of MoA & AoA
The provision applicable to alteration/ adoption to MOA & AOA is Section 13 of the Companies Act, 2013, which deals with the alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) of a company. This section outlines the procedure and requirements for making alterations to these essential documents. At Compliance Calendar, we are committed to simplifying the alteration of MOA and AOA for your company. Our expertise, attention to detail, and timely compliance ensure a seamless experience.
Key Provisions:
- Alteration of MOA
Alteration by special resolution: Any alteration to the MOA requires the approval of the shareholders by way of a special resolution passed in a general meeting.
Filing with Registrar of Companies (RoC): After passing the special resolution, the company must file the prescribed Form MGT-14 with the RoC within 30 days of passing the resolution, along with the necessary documents and applicable fees.
- Alteration of AOA
Alteration by special resolution: Similar to the MOA, alterations to the AOA also require the approval of shareholders through a special resolution passed in a general meeting.
Filing with RoC: Following the passing of the special resolution, the company must file the amended AOA with the RoC within 30 days from the date of passing the resolution.
- Approval by RoC: Upon receiving the filing of the special resolution and the amended MOA and AOA, the RoC will review the documents. If the RoC is satisfied that the alteration is in compliance with the provisions of the Companies Act, 2013, and any other applicable regulations, they will approve the alterations.
- Effectiveness of alterations: The alterations to the MOA and AOA become effective upon receiving the approval from the RoC. Until then, the original MOA and AOA continue to govern the company.
Things to Keep in Mind
It is important to note that certain alterations, such as changes to the company's name, registered office, object clause, share capital, or alteration affecting the rights of shareholders or debenture holders, may require additional approvals from shareholders, creditors, or regulatory authorities as specified by the Companies Act, 2013. Compliance Calendar ensures that the alteration process is carried out in accordance with the provisions of the Companies Act, 2013, and assists clients in preparing the necessary documents, convening meetings, and filing with the RoC to ensure timely compliance.
Documents Required for the Alteration of MoA & AoA
The alteration of MoA & AoA under the Companies Act, 2013 requires certain documents to be prepared and submitted. The specific documents may vary based on the nature of the alteration, but generally, the following documents are required:
A resolution passed by the board of directors of the company authorizing the alteration of MOA and AOA. This resolution should specify the proposed alterations, the convening of a general meeting, and the appointment of authorized signatories for filing the necessary documents.
- Notice of the general meeting
A formal notice to shareholders informing them about the proposed alterations to the MOA and AOA. The notice should include the date, time, and venue of the general meeting, along with the agenda and details of the proposed alterations.
- Minutes of the general meeting
A detailed record of the discussions, decisions, and voting that took place during the general meeting where the shareholders approved the alterations. The minutes should be prepared and signed by the chairman of the meeting and kept as part of the company's records.
The revised versions of the MOA and AOA that clearly reflect the proposed alterations. These documents should be prepared and signed by the authorized signatories, and each page should be initialed or signed.
A prescribed form to be filed with the Registrar of Companies (RoC) within 30 days from the date of passing the special resolution. Form MGT-14 should include details such as the date and number of the resolution, details of the alterations, and attachments of the altered MOA and AOA.
Depending on the specific nature of the alteration, additional documents may be required. For example, if there is a change in the company's name, a copy of the revised Certificate of Incorporation should be included. Similarly, if there is a change in the registered office, proof of the new address (such as a utility bill or lease agreement) may be required.
Compliance Calendar provide consultation with legal professionals and company secretaries to ensure that all the necessary documents are prepared accurately and in compliance with the Companies Act, 2013 and other relevant regulations. What’s more, we provide guidance and assistance in preparing the required documents for the alteration of MOA and AOA, ensuring a smooth and compliant process.
Procedure for the Alteration of MoA & AoA
Here's a step-by-step guide to the procedure involved in altering MOA and AOA:
Convene a board meeting to discuss and approve the proposed alterations. Pass a resolution to call a general meeting and authorize signatories to sign and file necessary documents.
Issue a notice to shareholders along with the proposed altered MOA and AOA. Conduct a general meeting and pass a special resolution approving the alterations. Prepare and sign minutes of the meeting.
Within 30 days of passing the special resolution, file Form MGT-14 with the RoC, along with the necessary documents and applicable fees.
Upon receiving the filing, the RoC will review the documents and either approve the alterations or request additional information. Once approved, the altered MOA and AOA become effective.
Features
Under the Companies Act, 2013, there are several situations where the alteration of Memorandum of Association (MOA) and Articles of Association (AOA) of a company may be required. Some of the common situations include:
- Change in the company's name
If a company wishes to change its name, it must alter the MOA and AOA accordingly. This alteration requires the approval of shareholders through a special resolution.
- Change in the registered office
When a company decides to change its registered office from one place to another, it must alter the MOA to reflect the new address. This alteration also requires the approval of shareholders through a special resolution.
- Change in the object clause
If a company intends to undertake new business activities or modify its existing business activities as outlined in the MOA, it must alter the object clause. This alteration requires the approval of shareholders through a special resolution.
- Alteration of share capital
When a company intends to increase or decrease its share capital, it must alter the MOA and AOA accordingly. This alteration requires the approval of shareholders through a special resolution.
- Change in the liability clause
In the case of companies limited by guarantee, if there is a need to change the liability of its members, an alteration in the MOA is required. This alteration requires the approval of shareholders through a special resolution.
- Alteration affecting rights of shareholders or debenture holders
Any alteration that impacts the rights, privileges, or conditions of shareholders or debenture holders, such as changes in voting rights or dividend rights, requires an alteration in the MOA and AOA. Such alterations typically require the approval of shareholders through a special resolution.
WHY COMPANIES CHOOSE COMPLIANCE CALENDAR?
It is important to note that the alteration of MOA and AOA must comply with the provisions of the Companies Act, 2013, and any other relevant regulations. Additionally, depending on the specific alteration, approvals from shareholders, creditors, or regulatory authorities may be required. Compliance Calendar can assist companies in identifying the situations where alteration of MOA and AOA is required, guiding them through the process, and ensuring compliance with the Companies Act, 2013. Below are some added reasons for choosing Compliance Calendar for alterations of MOA & AOA.
Our experienced team of legal professionals will guide you through the entire process, ensuring compliance with the Companies Act, 2013.
We assist in preparing all the necessary documents, including board resolutions, general meeting notices, and filings with the RoC.
We understand the importance of meeting deadlines. With our efficient process, we ensure that all filings and submissions are made within the prescribed timelines.
By entrusting us with your compliance needs, you can focus on your core business activities while we handle the legal intricacies.
If required, our professionals will also pay visit to concerned ROC for liaisoning to make sure that the assignment is completed successfully without troubles
Compliance Calendar ®